Irish Collective Asset-Management Vehicles Act 2015


Power of members to complain of oppressive conduct

55. (1) A member of an ICAV who complains that the affairs of the ICAV are being conducted or that the powers of the directors of the ICAV are being exercised—

(a) in a manner oppressive to the member or to any of the members (including himself or herself), or

(b) in disregard of the interest of the member or any of the members as a member or members,

may apply to the High Court for an order under this section.

(2) If, on an application under subsection (1) the High Court is of the opinion that the ICAV’s affairs are being conducted or the directors’ powers are being exercised in a manner mentioned in subsection (1)(a) or (b), the High Court may, with a view to bringing to an end the matters complained of, make such order or orders as it thinks fit.

(3) The orders which the High Court may so make include the following:

(a) an order directing or prohibiting any act or cancelling or varying any transaction;

(b) an order for regulating the conduct of the ICAV’s affairs in future;

(c) an order for the purchase of the shares of any members of the ICAV by other members of the ICAV or by the ICAV and, in the case of a purchase by the ICAV, for the reduction accordingly of the ICAV’s capital;

(d) an order for the payment of compensation.

(4) Where an order under this section makes any amendment of an ICAV’s instrument of incorporation, then, despite anything in any other provision of this Act but subject to the provisions of the order, the ICAV concerned shall not have power without the leave of the High Court to make any further amendment of the instrument of incorporation inconsistent with the provisions of the order.

(5) However, subject to subsection (4), the amendment made by the order shall be of the same effect as if duly made by resolution of the ICAV, and the provisions of this Act shall apply to the instrument of incorporation as so amended accordingly.

(6) A certified copy of any order under this section amending or giving leave to amend an ICAV’s instrument of incorporation shall, within 21 days after the day on which it is made, be delivered by the ICAV to the Bank for registration.

(7) If an ICAV fails to comply with subsection (6), the ICAV and any officer of it who is in default commits a category 3 offence.

(8) Each of the following:

(a) the personal representative of a person who, at the date of his or her death was a member of an ICAV;

(b) any trustee of, or person beneficially interested in, the shares of an ICAV by virtue of the will or intestacy of any such person;

may apply to the High Court under subsection (1) for an order under this section and, accordingly, any reference in that subsection to a member of an ICAV shall be construed as including a reference to any such personal representative, trustee or person beneficially interested or to all of them.

(9) If, in the opinion of the High Court, the hearing of proceedings under this section would involve the disclosure of information, the publication of which would be seriously prejudicial to the legitimate interests of the ICAV, the High Court may order that the hearing of the proceedings or any part of them shall be in camera.